FIRST AMENDMENT TO
AGREEMENT AND DECLARATION OF TRUST
CONNECTICUT NATURAL GAS CORPORATION
UNION EMPLOYEE BENEFIT TRUST
THIS AMENDMENT is made and entered into this 24th day of
January, 1995 by and between CONNECTICUT NATURAL GAS CORPORATION,
a Connecticut corporation with its principal office in Hartford,
Connecticut (hereinafter referred to as the "Grantor") and FLEET
BANK, N.A., a bank with trust powers having a principal place of
business in Hartford, Connecticut (hereinafter referred to as the
"Trustee"),
W I T N E S S E T H :
WHEREAS, by Agreement dated December 2, 1993 (the
"Agreement"), the Grantor and the Trustee entered into a certain
Agreement and Declaration of Trust known as the Connecticut
Natural Gas Corporation Union Employee Benefit Trust; and
WHEREAS, the parties reserved the right to amend the
Agreement in Section 8.7 thereof; and
WHEREAS, the Grantor and the Trustee wish to amend the
Agreement in the particulars set forth below;
NOW, THEREFORE, the Grantor and the Trustee agree as
follows:
1. The following new paragraph (p) is added to Article II,
Section 2.7 of the Agreement:
"(p) In addition to the powers and authority set
forth elsewhere in this Agreement, the Trustee is
authorized to invest and reinvest all or a portion of
the Fund in shares of any open-ended investment fund or
company, including, but not limited to, any such fund
or company which is managed by an affiliate of the
Trustee. The Grantor acknowledges the receipt of a
prospectus describing the investment portfolios
established pursuant to a Declaration of Trust under
the name "Galaxy Fund" ("Galaxy"). Based upon this
prospectus, the Grantor consents to the investment of
Fund assets in Galaxy under those circumstances under
which the Trustee would otherwise, in the exercise of
its discretion (including the investment objectives
which the Grantor has established for the Fund), invest
assets in investments similar or comparable to those
represented by Galaxy. The Grantor may revoke this
consent by written notice to the Trustee. The Grantor
understands that Galaxy is advised by Fleet Investment
Advisors, Inc., an affiliate of the Trustee, which
receives a management fee therefore as disclosed in the
prospectus. Where the Trustee has investment authority
and responsibility, either a) the Fund's pro rata share
of any investment advisory fees paid to Fleet
Investment Advisors, Inc. by Galaxy shall be rebated to
the Fund, or b) the fees paid by the Fund to the
Trustee shall be reduced by an amount equal to any
investment advisory fees which have been paid by the
Fund by virtue of its participation in Galaxy."
IN WITNESS WHEREOF, the Grantor and the Trustee have caused
their corporate hands and seals to be hereunto affixed as of the
date first above written.
Attest: CONNECTICUT NATURAL GAS
CORPORATION
Xxxx Xxxxxx By Xxxxx X. Xxxxxxxxxx
-------------------------- ---------------------------
Its Vice President
Attest: FLEET BANK, N.A.
Xxxxxxx X. Xxxxxxx By Xxxxxxx X. Parent
-------------------------- ----------------------------
Its Vice President
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